Cursor · SpaceX Super Intelligence Partner Network Agreement

This SpaceX Super Intelligence Partner Network Agreement is entered into between Anysphere, Inc., a Texas corporation (“Anysphere”), and the entity that accepts it (“Partner”). It governs Partner’s participation in the Partner Program. Partner accepts this Agreement as described in Section 3.

Definitions. The following definitions apply throughout this Agreement and all Addenda.
1. “Addendum” means any supplement to this Agreement that (a) is made available by Anysphere through the Partner Portal or at a URL designated by Anysphere, or is executed or accepted by Partner, and (b) expressly references this Agreement or is identified by Anysphere as governing a component of the Partner Program. Each Addendum is incorporated into and governed by this Agreement. “Addenda” means more than one Addendum.
2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” is the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the entity through ownership or control of 50% or more of the voting equity securities or other equivalent voting interests of an entity.
3. “Agreement” means this SpaceXSI Partner Network Agreement, together with any Addenda expressly incorporated into or governed by this SpaceXSI Partner Network Agreement.
4. “Beta Services” has the meaning given to that term in the Master Services Agreement.
5. “Brand Guidelines” means Anysphere’s and its Affiliates’ brand usage guidelines, including guidelines governing the use of the SpaceXSI Marks, available at https://cursor.com/brand or any successor website and any Partner Program-specific brand guidelines shared on the Partner Portal, as may be updated from time to time.
6. “Customer” has the meaning given to that term in the Master Services Agreement.
7. “Customer Data” has the meaning given to that term in the Master Services Agreement.
8. “Documentation” has the meaning given to that term in the Master Services Agreement.
9. “Effective Date” has the meaning given in Section 3.
10. “Evaluation Licenses” means any demonstration, sandbox, not-for-resale, or other non-production licenses of the Service that Anysphere may make available to Partner through the Partner Portal, an order form, or the Program Rules.
11. “Good Standing” means Partner’s continued compliance with this Agreement, the applicable Addenda, Program Rules, and the Partner Requirements, and Partner’s ongoing fulfillment of the program track, tier, designation, or Partner Benefit criteria applicable to Partner, including any performance, competency, or participation objectives published or made available by Anysphere through the Partner Portal.
12. “Marketplace” has the meaning given to that term in the SpaceXSI Marketplace Terms.
13. “Master Services Agreement” means Anysphere’s Master Services Agreement available at https://cursor.com/terms/msa (or any successor URL designated by Anysphere), as updated from time to time. A term defined in this Agreement by reference to the Master Services Agreement has the meaning given to that term in the Master Services Agreement, as that term and its definition may be updated, renamed, or replaced from time to time.
14. “Order Form” has the meaning given to that term in the Master Services Agreement.
15. “Partner” means the entity that accepts this Agreement and is approved by Anysphere to participate in the Partner Program.
16. “Partner Benefits” means any benefits, resources, incentives, listings, designations, access credentials, sandbox environments, training, marketing support, deal registration rights, co-selling opportunities, or other benefits made available to Partner through the Partner Program.
17. “Partner Marks” means the names, trademarks, service marks, logos, trade dress, product names, and other brand identifiers owned or used by Partner and provided or made available to Anysphere in connection with the Partner Program.
18. “Partner Network” means the SpaceXSI Partner Network, which is the overarching framework through which Anysphere makes available one or more Partner Programs, Partner Benefits, and related resources to Partners.
19. “Partner Portal” means the online portal through which Anysphere administers the Partner Network and each Partner Program.
20. “Partner Program” means any partner engagement type, track, or program made available by Anysphere under the Partner Network, as identified in the Partner Portal, an Addendum, or the Program Rules.
21. “Partner Requirements” means the Program Rules and any payment obligations, training requirements, and certification requirements applicable to Partner under this Agreement.
22. “Partner Services” means implementation, consulting, training, or other professional services that Partner provides to Customers in connection with the Service.
23. “Plugin” has the meaning given to that term in the SpaceXSI Marketplace Terms.
24. “Program Rules” means the program guides, requirements, policies, rules, training requirements, tier criteria, deal registration rules, referral fee rules, Brand Guidelines, technical requirements, security requirements, and other instructions made available by Anysphere through the Partner Portal or otherwise.
25. “Service” has the meaning given to that term in the Master Services Agreement.
26. “Anysphere” means Anysphere, Inc., a Texas corporation.
27. “SpaceXSI Intellectual Property” has the meaning given to the term “Anysphere Intellectual Property” in the Master Services Agreement.
28. “SpaceXSI Marketplace Terms” means the SpaceXSI Marketplace Terms available at https://cursor.com/marketplace-publisher-terms (or any successor URL designated by Anysphere), as updated from time to time.
29. “SpaceXSI Marks” means any names, trademarks, service marks, logos, trade dress, product names, badges, designations, and other brand identifiers owned or used by Anysphere and its Affiliates, as referenced on the websites of Anysphere and its Affiliates, and any related logos, badges, or program designations.
30. “Territory” means, with respect to a Partner, the geographic region(s) designated by Anysphere for that Partner’s participation in the Partner Program, as set forth in the applicable Addendum, the Partner Portal, or written notice from Anysphere to Partner. Anysphere may designate, expand, reduce, or otherwise modify a Partner’s Territory at any time by updating the Partner Portal or providing written notice to Partner.
Appointment and Scope.
1. Subject to this Agreement, Anysphere appoints Partner as a non-exclusive participant in the Partner Program within the Territory. Partner’s appointment is non-exclusive and Anysphere retains the right to appoint additional partners in, and sell directly within, any Territory. Partner’s rights are limited to those expressly granted under this Agreement, the applicable Addenda, and the Program Rules.
2. Partner shall not resell, sublicense, distribute, or otherwise make available the Service to any Customer or third party, whether directly or through any intermediary, marketplace, or procurement channel, unless Anysphere has expressly authorized Partner to do so under a separate written agreement or an Addendum that expressly permits that activity. Anysphere may grant, condition, or revoke any such authorization in its sole discretion. Acceptance into the Partner Program does not authorize Partner to bind Anysphere, make commitments on Anysphere’s behalf, or act as Anysphere’s agent, distributor, franchisee, reseller, or representative of any kind, and nothing in this Agreement will be construed to create any such relationship.
3. Partner’s Affiliates may participate in the Partner Program only after Partner has provided Anysphere with written notice identifying the Affiliate and Anysphere has provided its prior written consent to such participation. Partner remains fully liable for its Affiliates’ acts, omissions, and compliance with this Agreement. Any breach by an Affiliate of Partner is deemed a breach by Partner. Anysphere may suspend or terminate any Affiliate’s participation upon written notice.
4. Relationship to Master Services Agreement. References in this Agreement to the Master Services Agreement are solely for consistency with Anysphere’s enterprise customer terms. This Agreement and the Master Services Agreement are separate and independent agreements. Partner is not a party to the Master Services Agreement unless Partner separately executes or accepts the Master Services Agreement in connection with Partner’s internal use of the Service, in which case the Master Services Agreement governs only Partner’s use of the Service and does not modify or expand Partner’s rights or obligations under this Agreement.
Acceptance and Effective Date. The “Effective Date” of this Agreement is the earlier of (a) the date on which Partner accepts this Agreement through the Partner Portal; or (b) the date of Partner’s first participation in the Partner Program, as permitted by Anysphere, after being presented with or given access to this Agreement.
Marketplace Publishers. If Partner separately submits or publishes any Plugin, or otherwise participates in the Marketplace, the SpaceXSI Marketplace Terms govern those activities. In the event of a conflict between this Agreement and the SpaceXSI Marketplace Terms, the SpaceXSI Marketplace Terms control with respect to Partner’s Marketplace activities. This Agreement controls with respect to Partner’s participation in the Partner Program, including Partner Benefits, tier status, deal registration, referrals, co-selling, sandbox access, and use of SpaceXSI Marks.
Partner Obligations. Partner shall: (a) comply with this Agreement, all applicable Addenda, Partner Requirements, Program Rules, and laws; (b) maintain any competency, training, accreditations, staffing, and business plan requirements specified by Anysphere; (c) provide complete, accurate, current, and non-misleading information to Anysphere, Customers, and the Partner Portal; (d) conduct business in a professional manner that reflects positively on Anysphere and the Service; (e) ensure that Partner’s personnel, contractors, and agents comply with obligations at least as protective of Anysphere as those set forth in this Agreement; (f) maintain all licenses, registrations, approvals, and authorizations required for Partner’s activities; (g) promptly notify Anysphere of any actual or suspected violation of this Agreement, misuse of the Service, unauthorized use of SpaceXSI Marks, security incident involving the Service or Customer Data, or unauthorized disclosure of Anysphere’s Confidential Information; (h) maintain insurance coverage appropriate for Partner’s activities under this Agreement as Anysphere may reasonably require, and upon Anysphere’s reasonable request, provide certificates of insurance evidencing such coverage; and (i) provide reports on Partner Program activities, including deal registration activity, Customer engagements, Customer feedback, and other services engagements in the format and cadence required by Anysphere or the Program Rules.
Partner Service Delivery.
1. Partner Services. Partner Services are provided solely by Partner, at Partner’s cost and risk, under a separate agreement between Partner and Customer. Partner shall clearly disclose to each Customer that Partner provides Partner Services, not Anysphere, and that Partner is not affiliated with or authorized to bind Anysphere.
2. Partner Services Standards. Partner is solely responsible for the performance of Partner Services and for the acts and omissions of its personnel, contractors, and agents. Partner shall perform Partner Services in a professional and workmanlike manner, using appropriately trained personnel, and in compliance with applicable laws, this Agreement, the Partner Requirements, and the applicable agreement between Partner and the Customer. Partner is solely responsible for its access to, and protection of, any Customer environment, account, system, credentials, or data in connection with Partner Services.
Deal Registration, Fees, and Payment. The applicable Program Rules published or made available through the Partner Portal, as updated by Anysphere from time to time, govern Partner’s eligibility for the deal registration program, registration submission and approval procedures, registration duration and expiration, program benefits, registration fees, referral fees, payment conditions, payment timing, and related operational requirements. The registration fees and any referral fees payable to Partner are consideration for the distinct referral, sourcing, and related services Partner performs for Anysphere under the Partner Program, and are intended to reflect the fair value of those services. Such fees are not a discount, credit, rebate, or refund of any amounts payable by Partner to Anysphere or any of its Affiliates under any other agreement.
Partner Portal Access. Partner is responsible for all activity conducted through its Partner Portal accounts and credentials, including ensuring that no Partner Portal login is shared by multiple people, maintaining the security of account login credentials, and notifying Anysphere immediately upon becoming aware of any unauthorized use of, or access to, the Partner Portal. Partner shall keep its account information current, limit access to authorized personnel with a need to participate in the Partner Program, and promptly notify Anysphere of any inaccurate submission.
Relationship of the Parties. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, franchise, fiduciary, or employment relationship between the parties. Partner shall not make any representation, warranty, guarantee, or commitment on behalf of Anysphere regarding the Service, pricing, roadmap, or any other matter. Partner shall indemnify Anysphere for any losses arising from Partner’s unauthorized statements in accordance with Section 16.1.
Marks and Publicity.
1. SpaceXSI Marks. Subject to Partner’s Good Standing, Anysphere grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the SpaceXSI Marks solely in connection with Partner’s authorized Partner Program activities and in compliance with the Brand Guidelines and other Program Rules. All goodwill arising from Partner’s use of the SpaceXSI Marks inures solely to Anysphere. Partner shall use only the customer-facing descriptions, disclaimers, badges, designations, and other partner messaging approved by Anysphere or made available through the Partner Portal. Partner shall refer to Anysphere products and services only by the names and descriptions designated in the Brand Guidelines.
2. Partner Marks. Partner grants Anysphere a limited, non-exclusive, worldwide, royalty-free license to use the Partner Marks to identify Partner as a participant in the Partner Program and to administer, promote, and operate the Partner Program, including alongside the logos of other participants of the SpaceXSI Partner Network in partner directories and listings, co-marketing materials, presentations, websites, and Partner Portal materials. All goodwill arising from Anysphere’s use of the Partner Marks inures solely to Partner.
3. Quality Control and Revocation. Each party shall use the other party’s marks in accordance with any written brand guidelines provided by the owning party. Anysphere may update the Brand Guidelines from time to time. Partner shall comply with the Brand Guidelines in all customer-facing materials and communications that reference the SpaceXSI Partner Network, SpaceXSI, Cursor, the Service, or Partner’s participation in the Partner Program, including with respect to how Partner describes its relationship with Anysphere, any disclaimers, badges, co-branding, event naming, domains, social media, and advertising. Either party may revoke the other party’s right to use its marks at any time upon written notice to the other party. Upon receipt of such notice, suspension, termination, or loss of Good Standing, the notified party shall immediately cease all use of the revoking party’s marks.
4. Publicity. Neither party shall issue a press release, case study, or public announcement regarding this Agreement or the parties’ relationship without the other party’s prior written approval, except that Anysphere may identify Partner as a participant in the Partner Program in partner directories, marketing materials, presentations, and on Anysphere’s website without Partner’s prior approval.
Confidentiality. “Confidential Information” means non-public information disclosed by or on behalf of one party or its Affiliates to the other that is marked confidential or should reasonably be understood to be confidential given the nature of the information or circumstances of disclosure, including non-public program materials, pricing, business plans, technical information, product plans, deal registration information, leads, and Customer or prospective Customer information. Confidential Information does not include information that is publicly available without breach of this Agreement, independently developed without use of the disclosing party’s Confidential Information, or rightfully received from a third party without a duty of confidentiality. The receiving party shall use the disclosing party’s Confidential Information only to perform under this Agreement, protect it using at least reasonable care, and disclose it only to its and its Affiliates’ respective personnel, contractors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first give written notice to the other party and make a reasonable effort to obtain a protective order, unless such notice is prohibited by law.
Data Protection and Privacy.
1. Notice and Consent. Partner is solely responsible for obtaining all notices, consents, permissions, lawful bases, and other rights required for Partner to collect, use, disclose, and provide to Anysphere any Customer information, prospective Customer information, personal data, or personally identifiable information in connection with the Partner Program, including for deal registration, co-selling, referrals, attribution, Partner Benefits, marketing, reporting, and program administration. Partner represents and warrants that, before providing any such information to Anysphere, Partner has all rights required for Anysphere to receive, process, use, disclose, and retain it for the applicable Partner Program purposes. Partner shall not provide such information to Anysphere if Partner lacks those rights. Anysphere is not responsible for supplementing, curing, validating, or administering Partner’s notices, consents, permissions, or lawful bases. Partner shall use Customer or prospective Customer information received from Anysphere only for the purpose for which Anysphere provided it and in accordance with applicable laws, this Agreement, and the Program Rules. Partner shall not submit sensitive personal data, regulated data, payment card information, health information, government identifiers, credentials, source code, confidential information of any of Partner’s customers, or other information not reasonably necessary for the applicable Partner Program purpose unless Anysphere expressly requests or approves that submission in writing.
2. Data Processing Agreement. To the extent that a party processes personal data received from the other party in connection with the Partner Program, such processing is subject to the Partner Data Processing Agreement available at https://cursor.com/terms/partnerdpa (or any successor URL designated by Anysphere) and through the Partner Portal, as updated from time to time. Each party shall comply with data protection laws applicable to its processing of personal data under this Agreement.
Compliance. Partner shall comply with all applicable laws and regulations in connection with this Agreement and the Partner Program, including privacy, data protection, anti-spam, consumer protection, procurement, anti-bribery, anti-corruption, anti-money laundering, sanctions, export control, import, and anti-boycott laws. Partner shall not make any facilitation payments in connection with the Partner Program. Partner shall not take any action that would cause Anysphere or the Partner Program to violate applicable law or create legal, regulatory, procurement, security, privacy, reputational, or business risk for Anysphere. Partner shall promptly notify Anysphere of any investigation, allegation, or proceeding involving Partner’s compliance with this Section 13. Partner shall not engage in any government or public sector, government contractor, government-funded, or government-controlled opportunity involving the Service unless Partner complies with all applicable procurement, ethics, disclosure, and anti-kickback requirements, and obtains any Anysphere approval required under the Program Rules. Partner shall cooperate with Anysphere’s reasonable compliance and due diligence requests and promptly notify Anysphere if it becomes aware of any investigation, enforcement action, or allegation involving bribery, corruption, or money laundering in connection with the Partner Program.
Intellectual Property. As between the parties, Anysphere retains all right, title, and interest in the SpaceXSI Intellectual Property, and Partner retains all right, title, and interest in Partner’s pre-existing technology, materials, content, tools, know-how, services, deliverables, and other intellectual property (“Partner Intellectual Property”). Except for the limited rights expressly granted under this Agreement, neither party transfers or assigns to the other party any intellectual property rights. Partner grants Anysphere a limited, non-exclusive, worldwide, royalty-free license to use Partner Intellectual Property that Partner provides to Anysphere solely as necessary to administer, promote, and operate the Partner Program and exercise Anysphere’s rights under this Agreement. Anysphere grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Anysphere materials provided through the Partner Portal solely for authorized Partner Program activities and in accordance with the Program Rules. All rights not expressly granted are reserved.
Representations and Warranties; Disclaimer. Each party represents that it has the legal authority to enter into this Agreement and will comply with applicable laws in performing its obligations under this Agreement. Partner represents and warrants that: (a) all information Partner provides to Anysphere, Customers, or the Partner Portal will be accurate, complete, current, and not misleading; (b) Partner has and will maintain all rights, licenses, consents, approvals, and authorizations required to perform its activities under the Partner Program; (c) Partner and its directors, officers, employees, and agents are and will remain in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws; and (d) Partner will not make any representation, warranty, guarantee, commitment, or statement on behalf of Anysphere or regarding the Service, pricing, security, roadmap, support, or functionality, except as expressly authorized by Anysphere in writing. Anysphere represents and warrants that it has and will maintain all rights, licenses, consents, approvals, and authorizations required to operate the Partner Program and grant the rights expressly granted to Partner under this Agreement. Any services, warranties, service levels, deliverables, or commitments Partner provides to Customers are solely between Partner and the applicable Customer. THE PARTNER PROGRAM, PARTNER PORTAL, PROGRAM RULES, PARTNER BENEFITS, PROGRAM MATERIALS, EVALUATION LICENSES, AND ANY OTHER MATERIALS OR RESOURCES PROVIDED BY ANYSPHERE OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY AND ITS RESPECTIVE AFFILIATES DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
Indemnification.
1. Partner Indemnity. Partner shall defend, indemnify, and hold harmless Anysphere, its Affiliates, and their respective officers, directors, employees, agents, contractors, licensors, and representatives from and against any third-party claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Partner’s breach of this Agreement, any Addendum, or the Program Rules; (b) Partner’s products, services, deliverables, personnel, or Customer relationships; (c) Partner’s unauthorized use of the Service, SpaceXSI Marks, Anysphere’s Confidential Information, Partner Benefits, Customer Data, or Customer or prospect information; (d) Partner’s unauthorized statements about Anysphere, the Partner Program, or the Service; (e) Partner’s failure to obtain required notices, consents, permissions, lawful bases, licenses, authorizations, or approvals; (f) Partner’s violation of applicable law; or (g) any security incident, data breach, unauthorized access, or credential compromise caused by Partner or its personnel, contractors, systems, products, or services.
2. Anysphere Indemnity. Anysphere shall defend, indemnify, and hold harmless Partner and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of Partner’s authorized use of the SpaceXSI Marks or Anysphere-provided program materials to the extent the claim alleges that such authorized use infringes a third party’s intellectual property rights. Anysphere will have no indemnification obligation to the extent the claim arises from Partner’s modification, unauthorized use, or combination of the SpaceXSI Marks or program materials with other marks, products, services, or materials.
3. Procedure. The indemnified party shall notify the indemnifying party in writing within thirty (30) days of becoming aware of the claim, provide reasonable cooperation, and tender control of the defense and settlement to the indemnifying party. A delay in notice does not relieve the indemnifying party’s obligations except to the extent the delay materially prejudices the defense. The indemnifying party shall not settle any claim in a manner that imposes any obligation on the indemnified party or admits fault by the indemnified party without the indemnified party’s prior written consent.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS, THE TOTAL LIABILITY OF A PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY ANYSPHERE TO PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000). “Excluded Claims” means: (i) a party’s payment obligations; (ii) a party’s indemnification obligations; (iii) a party’s breach of confidentiality obligations; (iv) Partner’s breach of data protection or privacy obligations; (v) Partner’s misuse of the Service, SpaceXSI Marks, SpaceXSI Intellectual Property, Partner Benefits, Customer Data, or Customer or prospect information; (vi) Partner’s unauthorized resale, sublicense, distribution, or other provision of the Service; and (vii) a party’s gross negligence, willful misconduct, or fraud.
Term and Termination.
1. Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 18.
2. Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days’ written notice.
3. Termination for Cause. Either party may terminate this Agreement for material breach if the breach remains uncured thirty (30) days after written notice.
4. Partner Suspension. Anysphere may suspend Partner’s participation in the Partner Program, suspend or revoke any Partner Benefits, downgrade Partner’s tier or status, remove Partner from any partner directory or listing, or terminate this Agreement or any Addendum immediately upon written notice if: (a) Partner’s Good Standing lapses; (b) Partner breaches the Program Rules or otherwise fails to meet the Partner Requirements; (c) Partner misuses the Service, SpaceXSI Marks, SpaceXSI Intellectual Property, Customer Data, Anysphere’s Confidential Information, Partner Benefits, or Evaluation Licenses; (d) Partner makes unauthorized representations, warranties, commitments, or statements on behalf of Anysphere or regarding the Service; (e) Partner’s conduct creates legal, security, privacy, procurement, brand, customer, reputational, or business risk for Anysphere; (f) Partner becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to bankruptcy or insolvency proceedings, or ceases doing business; or (g) Partner breaches any other agreement between Partner and Anysphere or any of Anysphere’s Affiliates.
5. Deal Registration After Termination. Upon expiration or termination of this Agreement, all pending registrations that have not resulted in an executed Order Form are cancelled and ineligible for program benefits. If Anysphere terminates this Agreement for convenience, or if Partner terminates for cause, registration fees for registrations where the Customer executed an Order Form before the effective date of termination remain payable, subject to the applicable payment conditions in the Program Rules. If Partner terminates this Agreement for convenience, or if Anysphere terminates for cause, Anysphere’s obligation to pay any unpaid registration fees or referral fees terminates as of the effective date of termination, except for fees attributable to Order Forms executed before the date of the event giving rise to termination.
6. Effect of Termination. Upon expiration or termination of this Agreement, any Addendum, or Partner’s participation in the Partner Program, Partner shall immediately: (a) cease holding itself out as a participant in the Partner Program or using any Partner Program designation, tier, badge, listing, or Partner Benefit; (b) cease all use of the SpaceXSI Marks, except to the extent Anysphere expressly authorizes continued use in writing; (c) return or destroy Anysphere’s Confidential Information, program materials, training materials, sales materials, and other Anysphere materials in Partner’s possession or control; (d) cease use of and return, delete, or disable any Partner Portal access, Evaluation Licenses, sandbox environments, NFR access, access credentials, and other Partner Benefits as directed by Anysphere; (e) stop using Anysphere-provided leads and Customer information except as required by law or as otherwise approved by Anysphere in writing; and (f) pay all amounts owed to Anysphere.
7. Survival. Termination will not affect any rights or obligations that accrued before the effective date of termination. The following survive termination: Section 2 (Appointment and Scope) (solely with respect to restrictions on resale and distribution of the Service), Sections 11 (Confidentiality), 12 (Data Protection and Privacy), 13 (Compliance), 14 (Intellectual Property), 15 (Representations and Warranties; Disclaimer), 16 (Indemnification), 17 (Limitation of Liability), 18.5 (Deal Registration After Termination), 18.6 (Effect of Termination), 19 (Dispute Resolution), and 20 (Miscellaneous).
Dispute Resolution.
1. Operational Escalation. For questions or disagreements regarding deal registration, tier placement, benefit eligibility, or other program operations that do not constitute a Dispute, Partner may escalate through the Partner Portal or to the Anysphere partner management contact designated in the Partner Portal.
2. Disputes. In the event of a dispute, claim, or controversy relating to this Agreement, the Partner Program, any Addendum, Program Rules, Partner Benefits, Partner’s participation in the Partner Program, or Partner’s use of the Partner Portal (a “Dispute”), the parties may, at their election, attempt to informally resolve the matter. The party raising the Dispute may notify the other party in writing (a “Dispute Notice”), and the parties may use a period of up to thirty (30) days from delivery of the Dispute Notice to meet and attempt to resolve the Dispute. If the parties have not resolved the Dispute within thirty (30) days after delivery of the Dispute Notice, or if no Dispute Notice is delivered, either party may seek to resolve the Dispute in the courts specified in Section 19.3.
3. Governing Law; Jurisdiction and Venue; Interpretation. This Agreement and any Dispute arising out of or relating to it (including non-contractual disputes or claims) are governed by, and will be construed in accordance with, the laws of the State of Texas without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. The parties irrevocably agree that the state and federal courts located in Wichita County, Texas have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Agreement, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise. Anysphere’s Affiliates are express third-party beneficiaries of this Section 19.3 to the extent permitted by applicable law. Each party acknowledges and agrees that any interpretation of this Agreement may not be construed against a party by virtue of that party’s having drafted the provisions.
4. Class Action and Jury Trial Waiver. EACH PARTY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IT HEREBY IRREVOCABLY WAIVES (A) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT; AND (B) ANY RIGHT IT MAY HAVE TO COMMENCE, JOIN IN, OR PARTICIPATE IN (OR TO RECOVER DAMAGES OR OTHER RELIEF IN CONNECTION WITH) ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND, WHETHER AS A PLAINTIFF, CLASS MEMBER, OR OTHERWISE. ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NO RELIEF AWARDED IN ANY SUCH PROCEEDING MAY AFFECT OTHER USERS OF THE SERVICE.
Miscellaneous.
1. Entire Agreement and Order of Precedence. This Agreement, together with all applicable Addenda and Program Rules, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral, regarding its subject matter. In the event of any conflict, the order of precedence is: (i) the applicable Addendum; (ii) this SpaceXSI Partner Network Agreement (excluding the Addenda); (iii) the applicable Program Rules; and (iv) Partner Portal content not otherwise constituting Program Rules, except that Program Rules will control with respect to operational program requirements, eligibility criteria, tier requirements, deal registration procedures, benefit administration, and other matters expressly governed by the Program Rules.
2. Notices. All notices under this Agreement shall be in writing. Routine notices, including program updates, registration status changes, benefit communications, and other operational notices, may be sent by email or through the Partner Portal. Notices to Partner will be sent to the email address specified for Partner in the Partner Portal. Notices to Anysphere will be sent by email to legal@cursor.com, or to such other email address as Anysphere may designate by written notice to Partner. Notices of termination, Dispute Notices, and legal process shall also be sent by personal delivery, nationally recognized overnight courier, or certified or registered mail to: Anysphere, Inc., 2261 Market Street, Ste 86466, San Francisco, CA 94114, Attn: Legal Department, or to such other address as Anysphere may designate by written notice to Partner. Notices sent by email are effective one (1) business day after sending unless the sender receives an automated non-delivery notice within that period. Notices sent by personal delivery, courier, or mail are effective upon receipt. Partner is responsible for keeping its email address and contact information current in the Partner Portal.
3. Force Majeure. Neither party will be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, except for payment obligations, to the extent such failure or delay is caused by circumstances beyond such party’s reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, labor stoppages, industrial disturbances, enactment of law that makes performance illegal, government order directly prohibiting performance, embargo, internet service provider failures, denial-of-service attacks, or other similar events beyond the affected party’s reasonable control. Changes in applicable law or regulation that increase the cost or difficulty of performance do not constitute force majeure.
4. Amendments and Program Updates. Anysphere may update this Agreement at any time by providing reasonable notice, including by posting to the Partner Portal or at the applicable URL. If, in Anysphere’s sole discretion, an update materially impacts Partner’s rights or obligations, Anysphere shall provide at least thirty (30) days’ notice before the update goes into effect, unless the update is necessary for Anysphere to comply with applicable law, in which case Anysphere shall provide as much notice as reasonably possible. Any other updates will be effective on the date the updated terms are posted. Except for an update to comply with applicable law, updates to this Agreement will not apply to Disputes between Anysphere and Partner arising before the update. Partner’s continued participation in the Partner Program after an update goes into effect will constitute acceptance of the update. If Partner does not agree with an update, Partner shall stop participating in the affected Partner Program component and may terminate this Agreement or the applicable Addendum in accordance with Section 18.
5. Records. Partner shall keep complete and accurate books and records relating to its activities under this Agreement during the term and for two (2) years after termination. Upon at least fifteen (15) business days’ prior written notice, no more than once in any twelve (12) month period (except where Anysphere has a reasonable basis to suspect material non-compliance), Anysphere may review Partner’s relevant books and records during normal business hours, at Anysphere’s cost, to verify Partner’s compliance with this Agreement and the applicable Partner Requirements.
6. Third-Party Beneficiaries. This Agreement is made solely for the benefit of the parties and their respective permitted successors and assigns; provided, however, that Anysphere’s Affiliates are express third-party beneficiaries of Section 11 (Confidentiality), Section 14 (Intellectual Property), Section 15 (Representations and Warranties; Disclaimer), Section 16.1 (Partner Indemnity), Section 17 (Limitation of Liability), and Section 19 (Dispute Resolution) to the extent permitted by applicable law. The aggregate liability of Anysphere and its Affiliates collectively under this Agreement will not exceed the caps set forth in Section 17. Nothing in this Section 20.6 creates any independent contractual obligation on the part of any Affiliate of Anysphere to Partner or expands the scope of Anysphere’s obligations under this Agreement. No other person or entity has any rights, benefits, or remedies under this Agreement, and nothing in this Agreement, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
7. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, that invalidity, illegality, or unenforceability will not affect any other provision of this Agreement or render that provision invalid, illegal, or unenforceable in any other jurisdiction. Upon such determination, the parties shall negotiate in good faith to modify the provision to effect the parties’ original intent as closely as possible in a valid and enforceable manner.
8. Assignment. Anysphere may assign this Agreement or any of its rights or obligations under this Agreement without Partner’s consent. Partner shall not assign any of its rights or delegate any of its obligations under this Agreement without Anysphere’s prior written consent, except that Partner may assign this Agreement without Anysphere’s consent to an Affiliate or to its successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the successor in interest is not a direct competitor of Anysphere. Any purported assignment or delegation by Partner in violation of this Section 20.8 is null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations under this Agreement. This Agreement binds and benefits the parties and their respective permitted successors and assigns.
9. Export Regulation. Partner shall comply with all applicable export control, sanctions, import, re-import, and anti-boycott laws and regulations. Partner shall not directly or indirectly export, re-export, release, or make available the Service, Documentation, SpaceXSI Intellectual Property, or related technology to any jurisdiction, entity, or person where doing so is prohibited by law, rule, regulation, or government order.
10. U.S. Government Rights. The Service, Documentation, and related software are “commercial products,” “commercial services,” “commercial computer software,” and “commercial computer software documentation,” as applicable, under federal procurement laws. Any U.S. Government end user receives only the rights granted to other end users under Anysphere’s applicable customer terms. Partner shall not make any representation, commitment, or grant of rights to any government customer inconsistent with this Section 20.10 or Anysphere’s applicable customer terms.
11. Equitable Relief. Each party acknowledges that a breach or threatened breach of its confidentiality obligations, intellectual property obligations, data protection obligations, or restrictions on use of the other party’s marks may cause irreparable harm for which monetary damages would not be an adequate remedy. The non-breaching party may seek equitable relief, including a restraining order, injunction, specific performance, or other equitable remedy, without any requirement to post a bond or prove actual damages. These remedies are in addition to all other remedies available at law or in equity.
12. Waiver. Failure to exercise, or delay in exercising, any right or remedy under this Agreement does not constitute a waiver. No single or partial exercise of any right or remedy precludes any other or further exercise of that or any other right or remedy.

Definitions. The following definitions apply throughout this Agreement and all Addenda.
1. “Addendum” means any supplement to this Agreement that (a) is made available by Anysphere through the Partner Portal or at a URL designated by Anysphere, or is executed or accepted by Partner, and (b) expressly references this Agreement or is identified by Anysphere as governing a component of the Partner Program. Each Addendum is incorporated into and governed by this Agreement. “Addenda” means more than one Addendum.
2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” is the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the entity through ownership or control of 50% or more of the voting equity securities or other equivalent voting interests of an entity.
3. “Agreement” means this SpaceXSI Partner Network Agreement, together with any Addenda expressly incorporated into or governed by this SpaceXSI Partner Network Agreement.
4. “Beta Services” has the meaning given to that term in the Master Services Agreement.
5. “Brand Guidelines” means Anysphere’s and its Affiliates’ brand usage guidelines, including guidelines governing the use of the SpaceXSI Marks, available at https://cursor.com/brand or any successor website and any Partner Program-specific brand guidelines shared on the Partner Portal, as may be updated from time to time.
6. “Customer” has the meaning given to that term in the Master Services Agreement.
7. “Customer Data” has the meaning given to that term in the Master Services Agreement.
8. “Documentation” has the meaning given to that term in the Master Services Agreement.
9. “Effective Date” has the meaning given in Section 3.
10. “Evaluation Licenses” means any demonstration, sandbox, not-for-resale, or other non-production licenses of the Service that Anysphere may make available to Partner through the Partner Portal, an order form, or the Program Rules.
11. “Good Standing” means Partner’s continued compliance with this Agreement, the applicable Addenda, Program Rules, and the Partner Requirements, and Partner’s ongoing fulfillment of the program track, tier, designation, or Partner Benefit criteria applicable to Partner, including any performance, competency, or participation objectives published or made available by Anysphere through the Partner Portal.
12. “Marketplace” has the meaning given to that term in the SpaceXSI Marketplace Terms.
13. “Master Services Agreement” means Anysphere’s Master Services Agreement available at https://cursor.com/terms/msa (or any successor URL designated by Anysphere), as updated from time to time. A term defined in this Agreement by reference to the Master Services Agreement has the meaning given to that term in the Master Services Agreement, as that term and its definition may be updated, renamed, or replaced from time to time.
14. “Order Form” has the meaning given to that term in the Master Services Agreement.
15. “Partner” means the entity that accepts this Agreement and is approved by Anysphere to participate in the Partner Program.
16. “Partner Benefits” means any benefits, resources, incentives, listings, designations, access credentials, sandbox environments, training, marketing support, deal registration rights, co-selling opportunities, or other benefits made available to Partner through the Partner Program.
17. “Partner Marks” means the names, trademarks, service marks, logos, trade dress, product names, and other brand identifiers owned or used by Partner and provided or made available to Anysphere in connection with the Partner Program.
18. “Partner Network” means the SpaceXSI Partner Network, which is the overarching framework through which Anysphere makes available one or more Partner Programs, Partner Benefits, and related resources to Partners.
19. “Partner Portal” means the online portal through which Anysphere administers the Partner Network and each Partner Program.
20. “Partner Program” means any partner engagement type, track, or program made available by Anysphere under the Partner Network, as identified in the Partner Portal, an Addendum, or the Program Rules.
21. “Partner Requirements” means the Program Rules and any payment obligations, training requirements, and certification requirements applicable to Partner under this Agreement.
22. “Partner Services” means implementation, consulting, training, or other professional services that Partner provides to Customers in connection with the Service.
23. “Plugin” has the meaning given to that term in the SpaceXSI Marketplace Terms.
24. “Program Rules” means the program guides, requirements, policies, rules, training requirements, tier criteria, deal registration rules, referral fee rules, Brand Guidelines, technical requirements, security requirements, and other instructions made available by Anysphere through the Partner Portal or otherwise.
25. “Service” has the meaning given to that term in the Master Services Agreement.
26. “Anysphere” means Anysphere, Inc., a Texas corporation.
27. “SpaceXSI Intellectual Property” has the meaning given to the term “Anysphere Intellectual Property” in the Master Services Agreement.
28. “SpaceXSI Marketplace Terms” means the SpaceXSI Marketplace Terms available at https://cursor.com/marketplace-publisher-terms (or any successor URL designated by Anysphere), as updated from time to time.
29. “SpaceXSI Marks” means any names, trademarks, service marks, logos, trade dress, product names, badges, designations, and other brand identifiers owned or used by Anysphere and its Affiliates, as referenced on the websites of Anysphere and its Affiliates, and any related logos, badges, or program designations.
30. “Territory” means, with respect to a Partner, the geographic region(s) designated by Anysphere for that Partner’s participation in the Partner Program, as set forth in the applicable Addendum, the Partner Portal, or written notice from Anysphere to Partner. Anysphere may designate, expand, reduce, or otherwise modify a Partner’s Territory at any time by updating the Partner Portal or providing written notice to Partner.
Appointment and Scope.
1. Subject to this Agreement, Anysphere appoints Partner as a non-exclusive participant in the Partner Program within the Territory. Partner’s appointment is non-exclusive and Anysphere retains the right to appoint additional partners in, and sell directly within, any Territory. Partner’s rights are limited to those expressly granted under this Agreement, the applicable Addenda, and the Program Rules.
2. Partner shall not resell, sublicense, distribute, or otherwise make available the Service to any Customer or third party, whether directly or through any intermediary, marketplace, or procurement channel, unless Anysphere has expressly authorized Partner to do so under a separate written agreement or an Addendum that expressly permits that activity. Anysphere may grant, condition, or revoke any such authorization in its sole discretion. Acceptance into the Partner Program does not authorize Partner to bind Anysphere, make commitments on Anysphere’s behalf, or act as Anysphere’s agent, distributor, franchisee, reseller, or representative of any kind, and nothing in this Agreement will be construed to create any such relationship.
3. Partner’s Affiliates may participate in the Partner Program only after Partner has provided Anysphere with written notice identifying the Affiliate and Anysphere has provided its prior written consent to such participation. Partner remains fully liable for its Affiliates’ acts, omissions, and compliance with this Agreement. Any breach by an Affiliate of Partner is deemed a breach by Partner. Anysphere may suspend or terminate any Affiliate’s participation upon written notice.
4. Relationship to Master Services Agreement. References in this Agreement to the Master Services Agreement are solely for consistency with Anysphere’s enterprise customer terms. This Agreement and the Master Services Agreement are separate and independent agreements. Partner is not a party to the Master Services Agreement unless Partner separately executes or accepts the Master Services Agreement in connection with Partner’s internal use of the Service, in which case the Master Services Agreement governs only Partner’s use of the Service and does not modify or expand Partner’s rights or obligations under this Agreement.
Acceptance and Effective Date. The “Effective Date” of this Agreement is the earlier of (a) the date on which Partner accepts this Agreement through the Partner Portal; or (b) the date of Partner’s first participation in the Partner Program, as permitted by Anysphere, after being presented with or given access to this Agreement.
Marketplace Publishers. If Partner separately submits or publishes any Plugin, or otherwise participates in the Marketplace, the SpaceXSI Marketplace Terms govern those activities. In the event of a conflict between this Agreement and the SpaceXSI Marketplace Terms, the SpaceXSI Marketplace Terms control with respect to Partner’s Marketplace activities. This Agreement controls with respect to Partner’s participation in the Partner Program, including Partner Benefits, tier status, deal registration, referrals, co-selling, sandbox access, and use of SpaceXSI Marks.
Partner Obligations. Partner shall: (a) comply with this Agreement, all applicable Addenda, Partner Requirements, Program Rules, and laws; (b) maintain any competency, training, accreditations, staffing, and business plan requirements specified by Anysphere; (c) provide complete, accurate, current, and non-misleading information to Anysphere, Customers, and the Partner Portal; (d) conduct business in a professional manner that reflects positively on Anysphere and the Service; (e) ensure that Partner’s personnel, contractors, and agents comply with obligations at least as protective of Anysphere as those set forth in this Agreement; (f) maintain all licenses, registrations, approvals, and authorizations required for Partner’s activities; (g) promptly notify Anysphere of any actual or suspected violation of this Agreement, misuse of the Service, unauthorized use of SpaceXSI Marks, security incident involving the Service or Customer Data, or unauthorized disclosure of Anysphere’s Confidential Information; (h) maintain insurance coverage appropriate for Partner’s activities under this Agreement as Anysphere may reasonably require, and upon Anysphere’s reasonable request, provide certificates of insurance evidencing such coverage; and (i) provide reports on Partner Program activities, including deal registration activity, Customer engagements, Customer feedback, and other services engagements in the format and cadence required by Anysphere or the Program Rules.
Partner Service Delivery.
1. Partner Services. Partner Services are provided solely by Partner, at Partner’s cost and risk, under a separate agreement between Partner and Customer. Partner shall clearly disclose to each Customer that Partner provides Partner Services, not Anysphere, and that Partner is not affiliated with or authorized to bind Anysphere.
2. Partner Services Standards. Partner is solely responsible for the performance of Partner Services and for the acts and omissions of its personnel, contractors, and agents. Partner shall perform Partner Services in a professional and workmanlike manner, using appropriately trained personnel, and in compliance with applicable laws, this Agreement, the Partner Requirements, and the applicable agreement between Partner and the Customer. Partner is solely responsible for its access to, and protection of, any Customer environment, account, system, credentials, or data in connection with Partner Services.
Deal Registration, Fees, and Payment. The applicable Program Rules published or made available through the Partner Portal, as updated by Anysphere from time to time, govern Partner’s eligibility for the deal registration program, registration submission and approval procedures, registration duration and expiration, program benefits, registration fees, referral fees, payment conditions, payment timing, and related operational requirements. The registration fees and any referral fees payable to Partner are consideration for the distinct referral, sourcing, and related services Partner performs for Anysphere under the Partner Program, and are intended to reflect the fair value of those services. Such fees are not a discount, credit, rebate, or refund of any amounts payable by Partner to Anysphere or any of its Affiliates under any other agreement.
Partner Portal Access. Partner is responsible for all activity conducted through its Partner Portal accounts and credentials, including ensuring that no Partner Portal login is shared by multiple people, maintaining the security of account login credentials, and notifying Anysphere immediately upon becoming aware of any unauthorized use of, or access to, the Partner Portal. Partner shall keep its account information current, limit access to authorized personnel with a need to participate in the Partner Program, and promptly notify Anysphere of any inaccurate submission.
Relationship of the Parties. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, franchise, fiduciary, or employment relationship between the parties. Partner shall not make any representation, warranty, guarantee, or commitment on behalf of Anysphere regarding the Service, pricing, roadmap, or any other matter. Partner shall indemnify Anysphere for any losses arising from Partner’s unauthorized statements in accordance with Section 16.1.
Marks and Publicity.
1. SpaceXSI Marks. Subject to Partner’s Good Standing, Anysphere grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the SpaceXSI Marks solely in connection with Partner’s authorized Partner Program activities and in compliance with the Brand Guidelines and other Program Rules. All goodwill arising from Partner’s use of the SpaceXSI Marks inures solely to Anysphere. Partner shall use only the customer-facing descriptions, disclaimers, badges, designations, and other partner messaging approved by Anysphere or made available through the Partner Portal. Partner shall refer to Anysphere products and services only by the names and descriptions designated in the Brand Guidelines.
2. Partner Marks. Partner grants Anysphere a limited, non-exclusive, worldwide, royalty-free license to use the Partner Marks to identify Partner as a participant in the Partner Program and to administer, promote, and operate the Partner Program, including alongside the logos of other participants of the SpaceXSI Partner Network in partner directories and listings, co-marketing materials, presentations, websites, and Partner Portal materials. All goodwill arising from Anysphere’s use of the Partner Marks inures solely to Partner.
3. Quality Control and Revocation. Each party shall use the other party’s marks in accordance with any written brand guidelines provided by the owning party. Anysphere may update the Brand Guidelines from time to time. Partner shall comply with the Brand Guidelines in all customer-facing materials and communications that reference the SpaceXSI Partner Network, SpaceXSI, Cursor, the Service, or Partner’s participation in the Partner Program, including with respect to how Partner describes its relationship with Anysphere, any disclaimers, badges, co-branding, event naming, domains, social media, and advertising. Either party may revoke the other party’s right to use its marks at any time upon written notice to the other party. Upon receipt of such notice, suspension, termination, or loss of Good Standing, the notified party shall immediately cease all use of the revoking party’s marks.
4. Publicity. Neither party shall issue a press release, case study, or public announcement regarding this Agreement or the parties’ relationship without the other party’s prior written approval, except that Anysphere may identify Partner as a participant in the Partner Program in partner directories, marketing materials, presentations, and on Anysphere’s website without Partner’s prior approval.
Confidentiality. “Confidential Information” means non-public information disclosed by or on behalf of one party or its Affiliates to the other that is marked confidential or should reasonably be understood to be confidential given the nature of the information or circumstances of disclosure, including non-public program materials, pricing, business plans, technical information, product plans, deal registration information, leads, and Customer or prospective Customer information. Confidential Information does not include information that is publicly available without breach of this Agreement, independently developed without use of the disclosing party’s Confidential Information, or rightfully received from a third party without a duty of confidentiality. The receiving party shall use the disclosing party’s Confidential Information only to perform under this Agreement, protect it using at least reasonable care, and disclose it only to its and its Affiliates’ respective personnel, contractors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first give written notice to the other party and make a reasonable effort to obtain a protective order, unless such notice is prohibited by law.
Data Protection and Privacy.
1. Notice and Consent. Partner is solely responsible for obtaining all notices, consents, permissions, lawful bases, and other rights required for Partner to collect, use, disclose, and provide to Anysphere any Customer information, prospective Customer information, personal data, or personally identifiable information in connection with the Partner Program, including for deal registration, co-selling, referrals, attribution, Partner Benefits, marketing, reporting, and program administration. Partner represents and warrants that, before providing any such information to Anysphere, Partner has all rights required for Anysphere to receive, process, use, disclose, and retain it for the applicable Partner Program purposes. Partner shall not provide such information to Anysphere if Partner lacks those rights. Anysphere is not responsible for supplementing, curing, validating, or administering Partner’s notices, consents, permissions, or lawful bases. Partner shall use Customer or prospective Customer information received from Anysphere only for the purpose for which Anysphere provided it and in accordance with applicable laws, this Agreement, and the Program Rules. Partner shall not submit sensitive personal data, regulated data, payment card information, health information, government identifiers, credentials, source code, confidential information of any of Partner’s customers, or other information not reasonably necessary for the applicable Partner Program purpose unless Anysphere expressly requests or approves that submission in writing.
2. Data Processing Agreement. To the extent that a party processes personal data received from the other party in connection with the Partner Program, such processing is subject to the Partner Data Processing Agreement available at https://cursor.com/terms/partnerdpa (or any successor URL designated by Anysphere) and through the Partner Portal, as updated from time to time. Each party shall comply with data protection laws applicable to its processing of personal data under this Agreement.
Compliance. Partner shall comply with all applicable laws and regulations in connection with this Agreement and the Partner Program, including privacy, data protection, anti-spam, consumer protection, procurement, anti-bribery, anti-corruption, anti-money laundering, sanctions, export control, import, and anti-boycott laws. Partner shall not make any facilitation payments in connection with the Partner Program. Partner shall not take any action that would cause Anysphere or the Partner Program to violate applicable law or create legal, regulatory, procurement, security, privacy, reputational, or business risk for Anysphere. Partner shall promptly notify Anysphere of any investigation, allegation, or proceeding involving Partner’s compliance with this Section 13. Partner shall not engage in any government or public sector, government contractor, government-funded, or government-controlled opportunity involving the Service unless Partner complies with all applicable procurement, ethics, disclosure, and anti-kickback requirements, and obtains any Anysphere approval required under the Program Rules. Partner shall cooperate with Anysphere’s reasonable compliance and due diligence requests and promptly notify Anysphere if it becomes aware of any investigation, enforcement action, or allegation involving bribery, corruption, or money laundering in connection with the Partner Program.
Intellectual Property. As between the parties, Anysphere retains all right, title, and interest in the SpaceXSI Intellectual Property, and Partner retains all right, title, and interest in Partner’s pre-existing technology, materials, content, tools, know-how, services, deliverables, and other intellectual property (“Partner Intellectual Property”). Except for the limited rights expressly granted under this Agreement, neither party transfers or assigns to the other party any intellectual property rights. Partner grants Anysphere a limited, non-exclusive, worldwide, royalty-free license to use Partner Intellectual Property that Partner provides to Anysphere solely as necessary to administer, promote, and operate the Partner Program and exercise Anysphere’s rights under this Agreement. Anysphere grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Anysphere materials provided through the Partner Portal solely for authorized Partner Program activities and in accordance with the Program Rules. All rights not expressly granted are reserved.
Representations and Warranties; Disclaimer. Each party represents that it has the legal authority to enter into this Agreement and will comply with applicable laws in performing its obligations under this Agreement. Partner represents and warrants that: (a) all information Partner provides to Anysphere, Customers, or the Partner Portal will be accurate, complete, current, and not misleading; (b) Partner has and will maintain all rights, licenses, consents, approvals, and authorizations required to perform its activities under the Partner Program; (c) Partner and its directors, officers, employees, and agents are and will remain in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws; and (d) Partner will not make any representation, warranty, guarantee, commitment, or statement on behalf of Anysphere or regarding the Service, pricing, security, roadmap, support, or functionality, except as expressly authorized by Anysphere in writing. Anysphere represents and warrants that it has and will maintain all rights, licenses, consents, approvals, and authorizations required to operate the Partner Program and grant the rights expressly granted to Partner under this Agreement. Any services, warranties, service levels, deliverables, or commitments Partner provides to Customers are solely between Partner and the applicable Customer. THE PARTNER PROGRAM, PARTNER PORTAL, PROGRAM RULES, PARTNER BENEFITS, PROGRAM MATERIALS, EVALUATION LICENSES, AND ANY OTHER MATERIALS OR RESOURCES PROVIDED BY ANYSPHERE OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY AND ITS RESPECTIVE AFFILIATES DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
Indemnification.
1. Partner Indemnity. Partner shall defend, indemnify, and hold harmless Anysphere, its Affiliates, and their respective officers, directors, employees, agents, contractors, licensors, and representatives from and against any third-party claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Partner’s breach of this Agreement, any Addendum, or the Program Rules; (b) Partner’s products, services, deliverables, personnel, or Customer relationships; (c) Partner’s unauthorized use of the Service, SpaceXSI Marks, Anysphere’s Confidential Information, Partner Benefits, Customer Data, or Customer or prospect information; (d) Partner’s unauthorized statements about Anysphere, the Partner Program, or the Service; (e) Partner’s failure to obtain required notices, consents, permissions, lawful bases, licenses, authorizations, or approvals; (f) Partner’s violation of applicable law; or (g) any security incident, data breach, unauthorized access, or credential compromise caused by Partner or its personnel, contractors, systems, products, or services.
2. Anysphere Indemnity. Anysphere shall defend, indemnify, and hold harmless Partner and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of Partner’s authorized use of the SpaceXSI Marks or Anysphere-provided program materials to the extent the claim alleges that such authorized use infringes a third party’s intellectual property rights. Anysphere will have no indemnification obligation to the extent the claim arises from Partner’s modification, unauthorized use, or combination of the SpaceXSI Marks or program materials with other marks, products, services, or materials.
3. Procedure. The indemnified party shall notify the indemnifying party in writing within thirty (30) days of becoming aware of the claim, provide reasonable cooperation, and tender control of the defense and settlement to the indemnifying party. A delay in notice does not relieve the indemnifying party’s obligations except to the extent the delay materially prejudices the defense. The indemnifying party shall not settle any claim in a manner that imposes any obligation on the indemnified party or admits fault by the indemnified party without the indemnified party’s prior written consent.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS, THE TOTAL LIABILITY OF A PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY ANYSPHERE TO PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000). “Excluded Claims” means: (i) a party’s payment obligations; (ii) a party’s indemnification obligations; (iii) a party’s breach of confidentiality obligations; (iv) Partner’s breach of data protection or privacy obligations; (v) Partner’s misuse of the Service, SpaceXSI Marks, SpaceXSI Intellectual Property, Partner Benefits, Customer Data, or Customer or prospect information; (vi) Partner’s unauthorized resale, sublicense, distribution, or other provision of the Service; and (vii) a party’s gross negligence, willful misconduct, or fraud.
Term and Termination.
1. Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 18.
2. Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days’ written notice.
3. Termination for Cause. Either party may terminate this Agreement for material breach if the breach remains uncured thirty (30) days after written notice.
4. Partner Suspension. Anysphere may suspend Partner’s participation in the Partner Program, suspend or revoke any Partner Benefits, downgrade Partner’s tier or status, remove Partner from any partner directory or listing, or terminate this Agreement or any Addendum immediately upon written notice if: (a) Partner’s Good Standing lapses; (b) Partner breaches the Program Rules or otherwise fails to meet the Partner Requirements; (c) Partner misuses the Service, SpaceXSI Marks, SpaceXSI Intellectual Property, Customer Data, Anysphere’s Confidential Information, Partner Benefits, or Evaluation Licenses; (d) Partner makes unauthorized representations, warranties, commitments, or statements on behalf of Anysphere or regarding the Service; (e) Partner’s conduct creates legal, security, privacy, procurement, brand, customer, reputational, or business risk for Anysphere; (f) Partner becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to bankruptcy or insolvency proceedings, or ceases doing business; or (g) Partner breaches any other agreement between Partner and Anysphere or any of Anysphere’s Affiliates.
5. Deal Registration After Termination. Upon expiration or termination of this Agreement, all pending registrations that have not resulted in an executed Order Form are cancelled and ineligible for program benefits. If Anysphere terminates this Agreement for convenience, or if Partner terminates for cause, registration fees for registrations where the Customer executed an Order Form before the effective date of termination remain payable, subject to the applicable payment conditions in the Program Rules. If Partner terminates this Agreement for convenience, or if Anysphere terminates for cause, Anysphere’s obligation to pay any unpaid registration fees or referral fees terminates as of the effective date of termination, except for fees attributable to Order Forms executed before the date of the event giving rise to termination.
6. Effect of Termination. Upon expiration or termination of this Agreement, any Addendum, or Partner’s participation in the Partner Program, Partner shall immediately: (a) cease holding itself out as a participant in the Partner Program or using any Partner Program designation, tier, badge, listing, or Partner Benefit; (b) cease all use of the SpaceXSI Marks, except to the extent Anysphere expressly authorizes continued use in writing; (c) return or destroy Anysphere’s Confidential Information, program materials, training materials, sales materials, and other Anysphere materials in Partner’s possession or control; (d) cease use of and return, delete, or disable any Partner Portal access, Evaluation Licenses, sandbox environments, NFR access, access credentials, and other Partner Benefits as directed by Anysphere; (e) stop using Anysphere-provided leads and Customer information except as required by law or as otherwise approved by Anysphere in writing; and (f) pay all amounts owed to Anysphere.
7. Survival. Termination will not affect any rights or obligations that accrued before the effective date of termination. The following survive termination: Section 2 (Appointment and Scope) (solely with respect to restrictions on resale and distribution of the Service), Sections 11 (Confidentiality), 12 (Data Protection and Privacy), 13 (Compliance), 14 (Intellectual Property), 15 (Representations and Warranties; Disclaimer), 16 (Indemnification), 17 (Limitation of Liability), 18.5 (Deal Registration After Termination), 18.6 (Effect of Termination), 19 (Dispute Resolution), and 20 (Miscellaneous).
Dispute Resolution.
1. Operational Escalation. For questions or disagreements regarding deal registration, tier placement, benefit eligibility, or other program operations that do not constitute a Dispute, Partner may escalate through the Partner Portal or to the Anysphere partner management contact designated in the Partner Portal.
2. Disputes. In the event of a dispute, claim, or controversy relating to this Agreement, the Partner Program, any Addendum, Program Rules, Partner Benefits, Partner’s participation in the Partner Program, or Partner’s use of the Partner Portal (a “Dispute”), the parties may, at their election, attempt to informally resolve the matter. The party raising the Dispute may notify the other party in writing (a “Dispute Notice”), and the parties may use a period of up to thirty (30) days from delivery of the Dispute Notice to meet and attempt to resolve the Dispute. If the parties have not resolved the Dispute within thirty (30) days after delivery of the Dispute Notice, or if no Dispute Notice is delivered, either party may seek to resolve the Dispute in the courts specified in Section 19.3.
3. Governing Law; Jurisdiction and Venue; Interpretation. This Agreement and any Dispute arising out of or relating to it (including non-contractual disputes or claims) are governed by, and will be construed in accordance with, the laws of the State of Texas without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. The parties irrevocably agree that the state and federal courts located in Wichita County, Texas have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Agreement, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise. Anysphere’s Affiliates are express third-party beneficiaries of this Section 19.3 to the extent permitted by applicable law. Each party acknowledges and agrees that any interpretation of this Agreement may not be construed against a party by virtue of that party’s having drafted the provisions.
4. Class Action and Jury Trial Waiver. EACH PARTY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IT HEREBY IRREVOCABLY WAIVES (A) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT; AND (B) ANY RIGHT IT MAY HAVE TO COMMENCE, JOIN IN, OR PARTICIPATE IN (OR TO RECOVER DAMAGES OR OTHER RELIEF IN CONNECTION WITH) ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND, WHETHER AS A PLAINTIFF, CLASS MEMBER, OR OTHERWISE. ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NO RELIEF AWARDED IN ANY SUCH PROCEEDING MAY AFFECT OTHER USERS OF THE SERVICE.
Miscellaneous.
1. Entire Agreement and Order of Precedence. This Agreement, together with all applicable Addenda and Program Rules, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral, regarding its subject matter. In the event of any conflict, the order of precedence is: (i) the applicable Addendum; (ii) this SpaceXSI Partner Network Agreement (excluding the Addenda); (iii) the applicable Program Rules; and (iv) Partner Portal content not otherwise constituting Program Rules, except that Program Rules will control with respect to operational program requirements, eligibility criteria, tier requirements, deal registration procedures, benefit administration, and other matters expressly governed by the Program Rules.
2. Notices. All notices under this Agreement shall be in writing. Routine notices, including program updates, registration status changes, benefit communications, and other operational notices, may be sent by email or through the Partner Portal. Notices to Partner will be sent to the email address specified for Partner in the Partner Portal. Notices to Anysphere will be sent by email to legal@cursor.com, or to such other email address as Anysphere may designate by written notice to Partner. Notices of termination, Dispute Notices, and legal process shall also be sent by personal delivery, nationally recognized overnight courier, or certified or registered mail to: Anysphere, Inc., 2261 Market Street, Ste 86466, San Francisco, CA 94114, Attn: Legal Department, or to such other address as Anysphere may designate by written notice to Partner. Notices sent by email are effective one (1) business day after sending unless the sender receives an automated non-delivery notice within that period. Notices sent by personal delivery, courier, or mail are effective upon receipt. Partner is responsible for keeping its email address and contact information current in the Partner Portal.
3. Force Majeure. Neither party will be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, except for payment obligations, to the extent such failure or delay is caused by circumstances beyond such party’s reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, labor stoppages, industrial disturbances, enactment of law that makes performance illegal, government order directly prohibiting performance, embargo, internet service provider failures, denial-of-service attacks, or other similar events beyond the affected party’s reasonable control. Changes in applicable law or regulation that increase the cost or difficulty of performance do not constitute force majeure.
4. Amendments and Program Updates. Anysphere may update this Agreement at any time by providing reasonable notice, including by posting to the Partner Portal or at the applicable URL. If, in Anysphere’s sole discretion, an update materially impacts Partner’s rights or obligations, Anysphere shall provide at least thirty (30) days’ notice before the update goes into effect, unless the update is necessary for Anysphere to comply with applicable law, in which case Anysphere shall provide as much notice as reasonably possible. Any other updates will be effective on the date the updated terms are posted. Except for an update to comply with applicable law, updates to this Agreement will not apply to Disputes between Anysphere and Partner arising before the update. Partner’s continued participation in the Partner Program after an update goes into effect will constitute acceptance of the update. If Partner does not agree with an update, Partner shall stop participating in the affected Partner Program component and may terminate this Agreement or the applicable Addendum in accordance with Section 18.
5. Records. Partner shall keep complete and accurate books and records relating to its activities under this Agreement during the term and for two (2) years after termination. Upon at least fifteen (15) business days’ prior written notice, no more than once in any twelve (12) month period (except where Anysphere has a reasonable basis to suspect material non-compliance), Anysphere may review Partner’s relevant books and records during normal business hours, at Anysphere’s cost, to verify Partner’s compliance with this Agreement and the applicable Partner Requirements.
6. Third-Party Beneficiaries. This Agreement is made solely for the benefit of the parties and their respective permitted successors and assigns; provided, however, that Anysphere’s Affiliates are express third-party beneficiaries of Section 11 (Confidentiality), Section 14 (Intellectual Property), Section 15 (Representations and Warranties; Disclaimer), Section 16.1 (Partner Indemnity), Section 17 (Limitation of Liability), and Section 19 (Dispute Resolution) to the extent permitted by applicable law. The aggregate liability of Anysphere and its Affiliates collectively under this Agreement will not exceed the caps set forth in Section 17. Nothing in this Section 20.6 creates any independent contractual obligation on the part of any Affiliate of Anysphere to Partner or expands the scope of Anysphere’s obligations under this Agreement. No other person or entity has any rights, benefits, or remedies under this Agreement, and nothing in this Agreement, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
7. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, that invalidity, illegality, or unenforceability will not affect any other provision of this Agreement or render that provision invalid, illegal, or unenforceable in any other jurisdiction. Upon such determination, the parties shall negotiate in good faith to modify the provision to effect the parties’ original intent as closely as possible in a valid and enforceable manner.
8. Assignment. Anysphere may assign this Agreement or any of its rights or obligations under this Agreement without Partner’s consent. Partner shall not assign any of its rights or delegate any of its obligations under this Agreement without Anysphere’s prior written consent, except that Partner may assign this Agreement without Anysphere’s consent to an Affiliate or to its successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the successor in interest is not a direct competitor of Anysphere. Any purported assignment or delegation by Partner in violation of this Section 20.8 is null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations under this Agreement. This Agreement binds and benefits the parties and their respective permitted successors and assigns.
9. Export Regulation. Partner shall comply with all applicable export control, sanctions, import, re-import, and anti-boycott laws and regulations. Partner shall not directly or indirectly export, re-export, release, or make available the Service, Documentation, SpaceXSI Intellectual Property, or related technology to any jurisdiction, entity, or person where doing so is prohibited by law, rule, regulation, or government order.
10. U.S. Government Rights. The Service, Documentation, and related software are “commercial products,” “commercial services,” “commercial computer software,” and “commercial computer software documentation,” as applicable, under federal procurement laws. Any U.S. Government end user receives only the rights granted to other end users under Anysphere’s applicable customer terms. Partner shall not make any representation, commitment, or grant of rights to any government customer inconsistent with this Section 20.10 or Anysphere’s applicable customer terms.
11. Equitable Relief. Each party acknowledges that a breach or threatened breach of its confidentiality obligations, intellectual property obligations, data protection obligations, or restrictions on use of the other party’s marks may cause irreparable harm for which monetary damages would not be an adequate remedy. The non-breaching party may seek equitable relief, including a restraining order, injunction, specific performance, or other equitable remedy, without any requirement to post a bond or prove actual damages. These remedies are in addition to all other remedies available at law or in equity.
12. Waiver. Failure to exercise, or delay in exercising, any right or remedy under this Agreement does not constitute a waiver. No single or partial exercise of any right or remedy precludes any other or further exercise of that or any other right or remedy.

Definitions. The following definitions apply throughout this Agreement and all Addenda.
1. “Addendum” means any supplement to this Agreement that (a) is made available by Anysphere through the Partner Portal or at a URL designated by Anysphere, or is executed or accepted by Partner, and (b) expressly references this Agreement or is identified by Anysphere as governing a component of the Partner Program. Each Addendum is incorporated into and governed by this Agreement. “Addenda” means more than one Addendum.
2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” is the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the entity through ownership or control of 50% or more of the voting equity securities or other equivalent voting interests of an entity.
3. “Agreement” means this SpaceXSI Partner Network Agreement, together with any Addenda expressly incorporated into or governed by this SpaceXSI Partner Network Agreement.
4. “Beta Services” has the meaning given to that term in the Master Services Agreement.
5. “Brand Guidelines” means Anysphere’s and its Affiliates’ brand usage guidelines, including guidelines governing the use of the SpaceXSI Marks, available at https://cursor.com/brand or any successor website and any Partner Program-specific brand guidelines shared on the Partner Portal, as may be updated from time to time.
6. “Customer” has the meaning given to that term in the Master Services Agreement.
7. “Customer Data” has the meaning given to that term in the Master Services Agreement.
8. “Documentation” has the meaning given to that term in the Master Services Agreement.
9. “Effective Date” has the meaning given in Section 3.
10. “Evaluation Licenses” means any demonstration, sandbox, not-for-resale, or other non-production licenses of the Service that Anysphere may make available to Partner through the Partner Portal, an order form, or the Program Rules.
11. “Good Standing” means Partner’s continued compliance with this Agreement, the applicable Addenda, Program Rules, and the Partner Requirements, and Partner’s ongoing fulfillment of the program track, tier, designation, or Partner Benefit criteria applicable to Partner, including any performance, competency, or participation objectives published or made available by Anysphere through the Partner Portal.
12. “Marketplace” has the meaning given to that term in the SpaceXSI Marketplace Terms.
13. “Master Services Agreement” means Anysphere’s Master Services Agreement available at https://cursor.com/terms/msa (or any successor URL designated by Anysphere), as updated from time to time. A term defined in this Agreement by reference to the Master Services Agreement has the meaning given to that term in the Master Services Agreement, as that term and its definition may be updated, renamed, or replaced from time to time.
14. “Order Form” has the meaning given to that term in the Master Services Agreement.
15. “Partner” means the entity that accepts this Agreement and is approved by Anysphere to participate in the Partner Program.
16. “Partner Benefits” means any benefits, resources, incentives, listings, designations, access credentials, sandbox environments, training, marketing support, deal registration rights, co-selling opportunities, or other benefits made available to Partner through the Partner Program.
17. “Partner Marks” means the names, trademarks, service marks, logos, trade dress, product names, and other brand identifiers owned or used by Partner and provided or made available to Anysphere in connection with the Partner Program.
18. “Partner Network” means the SpaceXSI Partner Network, which is the overarching framework through which Anysphere makes available one or more Partner Programs, Partner Benefits, and related resources to Partners.
19. “Partner Portal” means the online portal through which Anysphere administers the Partner Network and each Partner Program.
20. “Partner Program” means any partner engagement type, track, or program made available by Anysphere under the Partner Network, as identified in the Partner Portal, an Addendum, or the Program Rules.
21. “Partner Requirements” means the Program Rules and any payment obligations, training requirements, and certification requirements applicable to Partner under this Agreement.
22. “Partner Services” means implementation, consulting, training, or other professional services that Partner provides to Customers in connection with the Service.
23. “Plugin” has the meaning given to that term in the SpaceXSI Marketplace Terms.
24. “Program Rules” means the program guides, requirements, policies, rules, training requirements, tier criteria, deal registration rules, referral fee rules, Brand Guidelines, technical requirements, security requirements, and other instructions made available by Anysphere through the Partner Portal or otherwise.
25. “Service” has the meaning given to that term in the Master Services Agreement.
26. “Anysphere” means Anysphere, Inc., a Texas corporation.
27. “SpaceXSI Intellectual Property” has the meaning given to the term “Anysphere Intellectual Property” in the Master Services Agreement.
28. “SpaceXSI Marketplace Terms” means the SpaceXSI Marketplace Terms available at https://cursor.com/marketplace-publisher-terms (or any successor URL designated by Anysphere), as updated from time to time.
29. “SpaceXSI Marks” means any names, trademarks, service marks, logos, trade dress, product names, badges, designations, and other brand identifiers owned or used by Anysphere and its Affiliates, as referenced on the websites of Anysphere and its Affiliates, and any related logos, badges, or program designations.
30. “Territory” means, with respect to a Partner, the geographic region(s) designated by Anysphere for that Partner’s participation in the Partner Program, as set forth in the applicable Addendum, the Partner Portal, or written notice from Anysphere to Partner. Anysphere may designate, expand, reduce, or otherwise modify a Partner’s Territory at any time by updating the Partner Portal or providing written notice to Partner.
Appointment and Scope.
1. Subject to this Agreement, Anysphere appoints Partner as a non-exclusive participant in the Partner Program within the Territory. Partner’s appointment is non-exclusive and Anysphere retains the right to appoint additional partners in, and sell directly within, any Territory. Partner’s rights are limited to those expressly granted under this Agreement, the applicable Addenda, and the Program Rules.
2. Partner shall not resell, sublicense, distribute, or otherwise make available the Service to any Customer or third party, whether directly or through any intermediary, marketplace, or procurement channel, unless Anysphere has expressly authorized Partner to do so under a separate written agreement or an Addendum that expressly permits that activity. Anysphere may grant, condition, or revoke any such authorization in its sole discretion. Acceptance into the Partner Program does not authorize Partner to bind Anysphere, make commitments on Anysphere’s behalf, or act as Anysphere’s agent, distributor, franchisee, reseller, or representative of any kind, and nothing in this Agreement will be construed to create any such relationship.
3. Partner’s Affiliates may participate in the Partner Program only after Partner has provided Anysphere with written notice identifying the Affiliate and Anysphere has provided its prior written consent to such participation. Partner remains fully liable for its Affiliates’ acts, omissions, and compliance with this Agreement. Any breach by an Affiliate of Partner is deemed a breach by Partner. Anysphere may suspend or terminate any Affiliate’s participation upon written notice.
4. Relationship to Master Services Agreement. References in this Agreement to the Master Services Agreement are solely for consistency with Anysphere’s enterprise customer terms. This Agreement and the Master Services Agreement are separate and independent agreements. Partner is not a party to the Master Services Agreement unless Partner separately executes or accepts the Master Services Agreement in connection with Partner’s internal use of the Service, in which case the Master Services Agreement governs only Partner’s use of the Service and does not modify or expand Partner’s rights or obligations under this Agreement.
Acceptance and Effective Date. The “Effective Date” of this Agreement is the earlier of (a) the date on which Partner accepts this Agreement through the Partner Portal; or (b) the date of Partner’s first participation in the Partner Program, as permitted by Anysphere, after being presented with or given access to this Agreement.
Marketplace Publishers. If Partner separately submits or publishes any Plugin, or otherwise participates in the Marketplace, the SpaceXSI Marketplace Terms govern those activities. In the event of a conflict between this Agreement and the SpaceXSI Marketplace Terms, the SpaceXSI Marketplace Terms control with respect to Partner’s Marketplace activities. This Agreement controls with respect to Partner’s participation in the Partner Program, including Partner Benefits, tier status, deal registration, referrals, co-selling, sandbox access, and use of SpaceXSI Marks.
Partner Obligations. Partner shall: (a) comply with this Agreement, all applicable Addenda, Partner Requirements, Program Rules, and laws; (b) maintain any competency, training, accreditations, staffing, and business plan requirements specified by Anysphere; (c) provide complete, accurate, current, and non-misleading information to Anysphere, Customers, and the Partner Portal; (d) conduct business in a professional manner that reflects positively on Anysphere and the Service; (e) ensure that Partner’s personnel, contractors, and agents comply with obligations at least as protective of Anysphere as those set forth in this Agreement; (f) maintain all licenses, registrations, approvals, and authorizations required for Partner’s activities; (g) promptly notify Anysphere of any actual or suspected violation of this Agreement, misuse of the Service, unauthorized use of SpaceXSI Marks, security incident involving the Service or Customer Data, or unauthorized disclosure of Anysphere’s Confidential Information; (h) maintain insurance coverage appropriate for Partner’s activities under this Agreement as Anysphere may reasonably require, and upon Anysphere’s reasonable request, provide certificates of insurance evidencing such coverage; and (i) provide reports on Partner Program activities, including deal registration activity, Customer engagements, Customer feedback, and other services engagements in the format and cadence required by Anysphere or the Program Rules.
Partner Service Delivery.
1. Partner Services. Partner Services are provided solely by Partner, at Partner’s cost and risk, under a separate agreement between Partner and Customer. Partner shall clearly disclose to each Customer that Partner provides Partner Services, not Anysphere, and that Partner is not affiliated with or authorized to bind Anysphere.
2. Partner Services Standards. Partner is solely responsible for the performance of Partner Services and for the acts and omissions of its personnel, contractors, and agents. Partner shall perform Partner Services in a professional and workmanlike manner, using appropriately trained personnel, and in compliance with applicable laws, this Agreement, the Partner Requirements, and the applicable agreement between Partner and the Customer. Partner is solely responsible for its access to, and protection of, any Customer environment, account, system, credentials, or data in connection with Partner Services.
Deal Registration, Fees, and Payment. The applicable Program Rules published or made available through the Partner Portal, as updated by Anysphere from time to time, govern Partner’s eligibility for the deal registration program, registration submission and approval procedures, registration duration and expiration, program benefits, registration fees, referral fees, payment conditions, payment timing, and related operational requirements. The registration fees and any referral fees payable to Partner are consideration for the distinct referral, sourcing, and related services Partner performs for Anysphere under the Partner Program, and are intended to reflect the fair value of those services. Such fees are not a discount, credit, rebate, or refund of any amounts payable by Partner to Anysphere or any of its Affiliates under any other agreement.
Partner Portal Access. Partner is responsible for all activity conducted through its Partner Portal accounts and credentials, including ensuring that no Partner Portal login is shared by multiple people, maintaining the security of account login credentials, and notifying Anysphere immediately upon becoming aware of any unauthorized use of, or access to, the Partner Portal. Partner shall keep its account information current, limit access to authorized personnel with a need to participate in the Partner Program, and promptly notify Anysphere of any inaccurate submission.
Relationship of the Parties. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, franchise, fiduciary, or employment relationship between the parties. Partner shall not make any representation, warranty, guarantee, or commitment on behalf of Anysphere regarding the Service, pricing, roadmap, or any other matter. Partner shall indemnify Anysphere for any losses arising from Partner’s unauthorized statements in accordance with Section 16.1.
Marks and Publicity.
1. SpaceXSI Marks. Subject to Partner’s Good Standing, Anysphere grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the SpaceXSI Marks solely in connection with Partner’s authorized Partner Program activities and in compliance with the Brand Guidelines and other Program Rules. All goodwill arising from Partner’s use of the SpaceXSI Marks inures solely to Anysphere. Partner shall use only the customer-facing descriptions, disclaimers, badges, designations, and other partner messaging approved by Anysphere or made available through the Partner Portal. Partner shall refer to Anysphere products and services only by the names and descriptions designated in the Brand Guidelines.
2. Partner Marks. Partner grants Anysphere a limited, non-exclusive, worldwide, royalty-free license to use the Partner Marks to identify Partner as a participant in the Partner Program and to administer, promote, and operate the Partner Program, including alongside the logos of other participants of the SpaceXSI Partner Network in partner directories and listings, co-marketing materials, presentations, websites, and Partner Portal materials. All goodwill arising from Anysphere’s use of the Partner Marks inures solely to Partner.
3. Quality Control and Revocation. Each party shall use the other party’s marks in accordance with any written brand guidelines provided by the owning party. Anysphere may update the Brand Guidelines from time to time. Partner shall comply with the Brand Guidelines in all customer-facing materials and communications that reference the SpaceXSI Partner Network, SpaceXSI, Cursor, the Service, or Partner’s participation in the Partner Program, including with respect to how Partner describes its relationship with Anysphere, any disclaimers, badges, co-branding, event naming, domains, social media, and advertising. Either party may revoke the other party’s right to use its marks at any time upon written notice to the other party. Upon receipt of such notice, suspension, termination, or loss of Good Standing, the notified party shall immediately cease all use of the revoking party’s marks.
4. Publicity. Neither party shall issue a press release, case study, or public announcement regarding this Agreement or the parties’ relationship without the other party’s prior written approval, except that Anysphere may identify Partner as a participant in the Partner Program in partner directories, marketing materials, presentations, and on Anysphere’s website without Partner’s prior approval.
Confidentiality. “Confidential Information” means non-public information disclosed by or on behalf of one party or its Affiliates to the other that is marked confidential or should reasonably be understood to be confidential given the nature of the information or circumstances of disclosure, including non-public program materials, pricing, business plans, technical information, product plans, deal registration information, leads, and Customer or prospective Customer information. Confidential Information does not include information that is publicly available without breach of this Agreement, independently developed without use of the disclosing party’s Confidential Information, or rightfully received from a third party without a duty of confidentiality. The receiving party shall use the disclosing party’s Confidential Information only to perform under this Agreement, protect it using at least reasonable care, and disclose it only to its and its Affiliates’ respective personnel, contractors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first give written notice to the other party and make a reasonable effort to obtain a protective order, unless such notice is prohibited by law.
Data Protection and Privacy.
1. Notice and Consent. Partner is solely responsible for obtaining all notices, consents, permissions, lawful bases, and other rights required for Partner to collect, use, disclose, and provide to Anysphere any Customer information, prospective Customer information, personal data, or personally identifiable information in connection with the Partner Program, including for deal registration, co-selling, referrals, attribution, Partner Benefits, marketing, reporting, and program administration. Partner represents and warrants that, before providing any such information to Anysphere, Partner has all rights required for Anysphere to receive, process, use, disclose, and retain it for the applicable Partner Program purposes. Partner shall not provide such information to Anysphere if Partner lacks those rights. Anysphere is not responsible for supplementing, curing, validating, or administering Partner’s notices, consents, permissions, or lawful bases. Partner shall use Customer or prospective Customer information received from Anysphere only for the purpose for which Anysphere provided it and in accordance with applicable laws, this Agreement, and the Program Rules. Partner shall not submit sensitive personal data, regulated data, payment card information, health information, government identifiers, credentials, source code, confidential information of any of Partner’s customers, or other information not reasonably necessary for the applicable Partner Program purpose unless Anysphere expressly requests or approves that submission in writing.
2. Data Processing Agreement. To the extent that a party processes personal data received from the other party in connection with the Partner Program, such processing is subject to the Partner Data Processing Agreement available at https://cursor.com/terms/partnerdpa (or any successor URL designated by Anysphere) and through the Partner Portal, as updated from time to time. Each party shall comply with data protection laws applicable to its processing of personal data under this Agreement.
Compliance. Partner shall comply with all applicable laws and regulations in connection with this Agreement and the Partner Program, including privacy, data protection, anti-spam, consumer protection, procurement, anti-bribery, anti-corruption, anti-money laundering, sanctions, export control, import, and anti-boycott laws. Partner shall not make any facilitation payments in connection with the Partner Program. Partner shall not take any action that would cause Anysphere or the Partner Program to violate applicable law or create legal, regulatory, procurement, security, privacy, reputational, or business risk for Anysphere. Partner shall promptly notify Anysphere of any investigation, allegation, or proceeding involving Partner’s compliance with this Section 13. Partner shall not engage in any government or public sector, government contractor, government-funded, or government-controlled opportunity involving the Service unless Partner complies with all applicable procurement, ethics, disclosure, and anti-kickback requirements, and obtains any Anysphere approval required under the Program Rules. Partner shall cooperate with Anysphere’s reasonable compliance and due diligence requests and promptly notify Anysphere if it becomes aware of any investigation, enforcement action, or allegation involving bribery, corruption, or money laundering in connection with the Partner Program.
Intellectual Property. As between the parties, Anysphere retains all right, title, and interest in the SpaceXSI Intellectual Property, and Partner retains all right, title, and interest in Partner’s pre-existing technology, materials, content, tools, know-how, services, deliverables, and other intellectual property (“Partner Intellectual Property”). Except for the limited rights expressly granted under this Agreement, neither party transfers or assigns to the other party any intellectual property rights. Partner grants Anysphere a limited, non-exclusive, worldwide, royalty-free license to use Partner Intellectual Property that Partner provides to Anysphere solely as necessary to administer, promote, and operate the Partner Program and exercise Anysphere’s rights under this Agreement. Anysphere grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Anysphere materials provided through the Partner Portal solely for authorized Partner Program activities and in accordance with the Program Rules. All rights not expressly granted are reserved.
Representations and Warranties; Disclaimer. Each party represents that it has the legal authority to enter into this Agreement and will comply with applicable laws in performing its obligations under this Agreement. Partner represents and warrants that: (a) all information Partner provides to Anysphere, Customers, or the Partner Portal will be accurate, complete, current, and not misleading; (b) Partner has and will maintain all rights, licenses, consents, approvals, and authorizations required to perform its activities under the Partner Program; (c) Partner and its directors, officers, employees, and agents are and will remain in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws; and (d) Partner will not make any representation, warranty, guarantee, commitment, or statement on behalf of Anysphere or regarding the Service, pricing, security, roadmap, support, or functionality, except as expressly authorized by Anysphere in writing. Anysphere represents and warrants that it has and will maintain all rights, licenses, consents, approvals, and authorizations required to operate the Partner Program and grant the rights expressly granted to Partner under this Agreement. Any services, warranties, service levels, deliverables, or commitments Partner provides to Customers are solely between Partner and the applicable Customer. THE PARTNER PROGRAM, PARTNER PORTAL, PROGRAM RULES, PARTNER BENEFITS, PROGRAM MATERIALS, EVALUATION LICENSES, AND ANY OTHER MATERIALS OR RESOURCES PROVIDED BY ANYSPHERE OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY AND ITS RESPECTIVE AFFILIATES DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
Indemnification.
1. Partner Indemnity. Partner shall defend, indemnify, and hold harmless Anysphere, its Affiliates, and their respective officers, directors, employees, agents, contractors, licensors, and representatives from and against any third-party claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Partner’s breach of this Agreement, any Addendum, or the Program Rules; (b) Partner’s products, services, deliverables, personnel, or Customer relationships; (c) Partner’s unauthorized use of the Service, SpaceXSI Marks, Anysphere’s Confidential Information, Partner Benefits, Customer Data, or Customer or prospect information; (d) Partner’s unauthorized statements about Anysphere, the Partner Program, or the Service; (e) Partner’s failure to obtain required notices, consents, permissions, lawful bases, licenses, authorizations, or approvals; (f) Partner’s violation of applicable law; or (g) any security incident, data breach, unauthorized access, or credential compromise caused by Partner or its personnel, contractors, systems, products, or services.
2. Anysphere Indemnity. Anysphere shall defend, indemnify, and hold harmless Partner and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of Partner’s authorized use of the SpaceXSI Marks or Anysphere-provided program materials to the extent the claim alleges that such authorized use infringes a third party’s intellectual property rights. Anysphere will have no indemnification obligation to the extent the claim arises from Partner’s modification, unauthorized use, or combination of the SpaceXSI Marks or program materials with other marks, products, services, or materials.
3. Procedure. The indemnified party shall notify the indemnifying party in writing within thirty (30) days of becoming aware of the claim, provide reasonable cooperation, and tender control of the defense and settlement to the indemnifying party. A delay in notice does not relieve the indemnifying party’s obligations except to the extent the delay materially prejudices the defense. The indemnifying party shall not settle any claim in a manner that imposes any obligation on the indemnified party or admits fault by the indemnified party without the indemnified party’s prior written consent.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS, THE TOTAL LIABILITY OF A PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY ANYSPHERE TO PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000). “Excluded Claims” means: (i) a party’s payment obligations; (ii) a party’s indemnification obligations; (iii) a party’s breach of confidentiality obligations; (iv) Partner’s breach of data protection or privacy obligations; (v) Partner’s misuse of the Service, SpaceXSI Marks, SpaceXSI Intellectual Property, Partner Benefits, Customer Data, or Customer or prospect information; (vi) Partner’s unauthorized resale, sublicense, distribution, or other provision of the Service; and (vii) a party’s gross negligence, willful misconduct, or fraud.
Term and Termination.
1. Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 18.
2. Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days’ written notice.
3. Termination for Cause. Either party may terminate this Agreement for material breach if the breach remains uncured thirty (30) days after written notice.
4. Partner Suspension. Anysphere may suspend Partner’s participation in the Partner Program, suspend or revoke any Partner Benefits, downgrade Partner’s tier or status, remove Partner from any partner directory or listing, or terminate this Agreement or any Addendum immediately upon written notice if: (a) Partner’s Good Standing lapses; (b) Partner breaches the Program Rules or otherwise fails to meet the Partner Requirements; (c) Partner misuses the Service, SpaceXSI Marks, SpaceXSI Intellectual Property, Customer Data, Anysphere’s Confidential Information, Partner Benefits, or Evaluation Licenses; (d) Partner makes unauthorized representations, warranties, commitments, or statements on behalf of Anysphere or regarding the Service; (e) Partner’s conduct creates legal, security, privacy, procurement, brand, customer, reputational, or business risk for Anysphere; (f) Partner becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to bankruptcy or insolvency proceedings, or ceases doing business; or (g) Partner breaches any other agreement between Partner and Anysphere or any of Anysphere’s Affiliates.
5. Deal Registration After Termination. Upon expiration or termination of this Agreement, all pending registrations that have not resulted in an executed Order Form are cancelled and ineligible for program benefits. If Anysphere terminates this Agreement for convenience, or if Partner terminates for cause, registration fees for registrations where the Customer executed an Order Form before the effective date of termination remain payable, subject to the applicable payment conditions in the Program Rules. If Partner terminates this Agreement for convenience, or if Anysphere terminates for cause, Anysphere’s obligation to pay any unpaid registration fees or referral fees terminates as of the effective date of termination, except for fees attributable to Order Forms executed before the date of the event giving rise to termination.
6. Effect of Termination. Upon expiration or termination of this Agreement, any Addendum, or Partner’s participation in the Partner Program, Partner shall immediately: (a) cease holding itself out as a participant in the Partner Program or using any Partner Program designation, tier, badge, listing, or Partner Benefit; (b) cease all use of the SpaceXSI Marks, except to the extent Anysphere expressly authorizes continued use in writing; (c) return or destroy Anysphere’s Confidential Information, program materials, training materials, sales materials, and other Anysphere materials in Partner’s possession or control; (d) cease use of and return, delete, or disable any Partner Portal access, Evaluation Licenses, sandbox environments, NFR access, access credentials, and other Partner Benefits as directed by Anysphere; (e) stop using Anysphere-provided leads and Customer information except as required by law or as otherwise approved by Anysphere in writing; and (f) pay all amounts owed to Anysphere.
7. Survival. Termination will not affect any rights or obligations that accrued before the effective date of termination. The following survive termination: Section 2 (Appointment and Scope) (solely with respect to restrictions on resale and distribution of the Service), Sections 11 (Confidentiality), 12 (Data Protection and Privacy), 13 (Compliance), 14 (Intellectual Property), 15 (Representations and Warranties; Disclaimer), 16 (Indemnification), 17 (Limitation of Liability), 18.5 (Deal Registration After Termination), 18.6 (Effect of Termination), 19 (Dispute Resolution), and 20 (Miscellaneous).
Dispute Resolution.
1. Operational Escalation. For questions or disagreements regarding deal registration, tier placement, benefit eligibility, or other program operations that do not constitute a Dispute, Partner may escalate through the Partner Portal or to the Anysphere partner management contact designated in the Partner Portal.
2. Disputes. In the event of a dispute, claim, or controversy relating to this Agreement, the Partner Program, any Addendum, Program Rules, Partner Benefits, Partner’s participation in the Partner Program, or Partner’s use of the Partner Portal (a “Dispute”), the parties may, at their election, attempt to informally resolve the matter. The party raising the Dispute may notify the other party in writing (a “Dispute Notice”), and the parties may use a period of up to thirty (30) days from delivery of the Dispute Notice to meet and attempt to resolve the Dispute. If the parties have not resolved the Dispute within thirty (30) days after delivery of the Dispute Notice, or if no Dispute Notice is delivered, either party may seek to resolve the Dispute in the courts specified in Section 19.3.
3. Governing Law; Jurisdiction and Venue; Interpretation. This Agreement and any Dispute arising out of or relating to it (including non-contractual disputes or claims) are governed by, and will be construed in accordance with, the laws of the State of Texas without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. The parties irrevocably agree that the state and federal courts located in Wichita County, Texas have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Agreement, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise. Anysphere’s Affiliates are express third-party beneficiaries of this Section 19.3 to the extent permitted by applicable law. Each party acknowledges and agrees that any interpretation of this Agreement may not be construed against a party by virtue of that party’s having drafted the provisions.
4. Class Action and Jury Trial Waiver. EACH PARTY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IT HEREBY IRREVOCABLY WAIVES (A) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT; AND (B) ANY RIGHT IT MAY HAVE TO COMMENCE, JOIN IN, OR PARTICIPATE IN (OR TO RECOVER DAMAGES OR OTHER RELIEF IN CONNECTION WITH) ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND, WHETHER AS A PLAINTIFF, CLASS MEMBER, OR OTHERWISE. ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NO RELIEF AWARDED IN ANY SUCH PROCEEDING MAY AFFECT OTHER USERS OF THE SERVICE.
Miscellaneous.
1. Entire Agreement and Order of Precedence. This Agreement, together with all applicable Addenda and Program Rules, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral, regarding its subject matter. In the event of any conflict, the order of precedence is: (i) the applicable Addendum; (ii) this SpaceXSI Partner Network Agreement (excluding the Addenda); (iii) the applicable Program Rules; and (iv) Partner Portal content not otherwise constituting Program Rules, except that Program Rules will control with respect to operational program requirements, eligibility criteria, tier requirements, deal registration procedures, benefit administration, and other matters expressly governed by the Program Rules.
2. Notices. All notices under this Agreement shall be in writing. Routine notices, including program updates, registration status changes, benefit communications, and other operational notices, may be sent by email or through the Partner Portal. Notices to Partner will be sent to the email address specified for Partner in the Partner Portal. Notices to Anysphere will be sent by email to legal@cursor.com, or to such other email address as Anysphere may designate by written notice to Partner. Notices of termination, Dispute Notices, and legal process shall also be sent by personal delivery, nationally recognized overnight courier, or certified or registered mail to: Anysphere, Inc., 2261 Market Street, Ste 86466, San Francisco, CA 94114, Attn: Legal Department, or to such other address as Anysphere may designate by written notice to Partner. Notices sent by email are effective one (1) business day after sending unless the sender receives an automated non-delivery notice within that period. Notices sent by personal delivery, courier, or mail are effective upon receipt. Partner is responsible for keeping its email address and contact information current in the Partner Portal.
3. Force Majeure. Neither party will be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, except for payment obligations, to the extent such failure or delay is caused by circumstances beyond such party’s reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, labor stoppages, industrial disturbances, enactment of law that makes performance illegal, government order directly prohibiting performance, embargo, internet service provider failures, denial-of-service attacks, or other similar events beyond the affected party’s reasonable control. Changes in applicable law or regulation that increase the cost or difficulty of performance do not constitute force majeure.
4. Amendments and Program Updates. Anysphere may update this Agreement at any time by providing reasonable notice, including by posting to the Partner Portal or at the applicable URL. If, in Anysphere’s sole discretion, an update materially impacts Partner’s rights or obligations, Anysphere shall provide at least thirty (30) days’ notice before the update goes into effect, unless the update is necessary for Anysphere to comply with applicable law, in which case Anysphere shall provide as much notice as reasonably possible. Any other updates will be effective on the date the updated terms are posted. Except for an update to comply with applicable law, updates to this Agreement will not apply to Disputes between Anysphere and Partner arising before the update. Partner’s continued participation in the Partner Program after an update goes into effect will constitute acceptance of the update. If Partner does not agree with an update, Partner shall stop participating in the affected Partner Program component and may terminate this Agreement or the applicable Addendum in accordance with Section 18.
5. Records. Partner shall keep complete and accurate books and records relating to its activities under this Agreement during the term and for two (2) years after termination. Upon at least fifteen (15) business days’ prior written notice, no more than once in any twelve (12) month period (except where Anysphere has a reasonable basis to suspect material non-compliance), Anysphere may review Partner’s relevant books and records during normal business hours, at Anysphere’s cost, to verify Partner’s compliance with this Agreement and the applicable Partner Requirements.
6. Third-Party Beneficiaries. This Agreement is made solely for the benefit of the parties and their respective permitted successors and assigns; provided, however, that Anysphere’s Affiliates are express third-party beneficiaries of Section 11 (Confidentiality), Section 14 (Intellectual Property), Section 15 (Representations and Warranties; Disclaimer), Section 16.1 (Partner Indemnity), Section 17 (Limitation of Liability), and Section 19 (Dispute Resolution) to the extent permitted by applicable law. The aggregate liability of Anysphere and its Affiliates collectively under this Agreement will not exceed the caps set forth in Section 17. Nothing in this Section 20.6 creates any independent contractual obligation on the part of any Affiliate of Anysphere to Partner or expands the scope of Anysphere’s obligations under this Agreement. No other person or entity has any rights, benefits, or remedies under this Agreement, and nothing in this Agreement, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
7. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, that invalidity, illegality, or unenforceability will not affect any other provision of this Agreement or render that provision invalid, illegal, or unenforceable in any other jurisdiction. Upon such determination, the parties shall negotiate in good faith to modify the provision to effect the parties’ original intent as closely as possible in a valid and enforceable manner.
8. Assignment. Anysphere may assign this Agreement or any of its rights or obligations under this Agreement without Partner’s consent. Partner shall not assign any of its rights or delegate any of its obligations under this Agreement without Anysphere’s prior written consent, except that Partner may assign this Agreement without Anysphere’s consent to an Affiliate or to its successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the successor in interest is not a direct competitor of Anysphere. Any purported assignment or delegation by Partner in violation of this Section 20.8 is null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations under this Agreement. This Agreement binds and benefits the parties and their respective permitted successors and assigns.
9. Export Regulation. Partner shall comply with all applicable export control, sanctions, import, re-import, and anti-boycott laws and regulations. Partner shall not directly or indirectly export, re-export, release, or make available the Service, Documentation, SpaceXSI Intellectual Property, or related technology to any jurisdiction, entity, or person where doing so is prohibited by law, rule, regulation, or government order.
10. U.S. Government Rights. The Service, Documentation, and related software are “commercial products,” “commercial services,” “commercial computer software,” and “commercial computer software documentation,” as applicable, under federal procurement laws. Any U.S. Government end user receives only the rights granted to other end users under Anysphere’s applicable customer terms. Partner shall not make any representation, commitment, or grant of rights to any government customer inconsistent with this Section 20.10 or Anysphere’s applicable customer terms.
11. Equitable Relief. Each party acknowledges that a breach or threatened breach of its confidentiality obligations, intellectual property obligations, data protection obligations, or restrictions on use of the other party’s marks may cause irreparable harm for which monetary damages would not be an adequate remedy. The non-breaching party may seek equitable relief, including a restraining order, injunction, specific performance, or other equitable remedy, without any requirement to post a bond or prove actual damages. These remedies are in addition to all other remedies available at law or in equity.
12. Waiver. Failure to exercise, or delay in exercising, any right or remedy under this Agreement does not constitute a waiver. No single or partial exercise of any right or remedy precludes any other or further exercise of that or any other right or remedy.